Matter of Salh v. Tax Appeals Tribunal
Justice Elizabeth Garry
Salh filed a late bulk sales notice with the tax department after closing on his contract to buy a sandwich shop from Gatas. The department's notice of claim identifying the seller as Worldwide Trading Inc. informed Salh Worldwide's open tax liabilities could be transferred to him as a bulk sale purchaser. The department's audit of Gatas' records as to Worldwide's sales taxes revealed that Worldwide's outstanding tax liability for the subject shop exceeded that first advised, and unpaid tax liability on a second store. The department advised Salh that he was liable for both. The Tax Appeals Tribunal upheld Tax Appeals Division's assessment of sales and use taxes, and modification of the amount of outstanding liability. Third Department found that determination rational, and supported by substantial evidence. Salh conceded noncompliance with Tax Law §1141(c)'s requirement to notify the Tax Commission of a proposed bulk sale at least 10 days before tendering payment or taking possession. Failure to tender notice renders the buyer personally liable for the seller's unpaid tax liabilities. Further, after receiving the belated notice of the transaction, the department informed Salh of the seller's identity and warned him not to distribute funds or property until Worldwide's tax liability was determined.